[8-K] ARTELO BIOSCIENCES, INC. Reports Material Event

Rhea-AI Filing Summary

Artelo Biosciences received a favorable decision from a Nasdaq Hearing Panel granting extra time to fix its listing deficiencies. The company must demonstrate compliance with Nasdaq’s stockholders’ equity rule, which requires at least $2,500,000 of equity, by March 30, 2026.

Artelo has cured its prior failure to hold a timely annual shareholder meeting by completing its 2025 meeting on January 30, 2026. The company plans additional transactions to restore and sustain required equity levels but warns there is no assurance it will meet all Nasdaq continued listing standards.

Insights

Equity markets and listing standards analyst

Nasdaq granted Artelo more time, but listing risk remains significant.

Artelo Biosciences has secured a conditional exception from a Nasdaq Hearing Panel after earlier delisting concerns. To keep its shares on Nasdaq, it must show stockholders’ equity of at least $2,500,000 and publicly describe the transactions used to reach that level.

The company has already resolved its separate deficiency under the annual meeting rule by holding its 2025 shareholder meeting on January 30, 2026. However, failure to reach the required equity threshold by March 30, 2026 could still lead to delisting, which would likely push trading to a less liquid market.

The key milestone is the March 30, 2026 deadline set by the Panel. Future disclosures describing any completed transactions and confirming compliance with the stockholders’ equity rule will clarify whether the company can maintain its Nasdaq listing.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 2, 2026

ARTELO BIOSCIENCES, INC.

(Exact name of Company as specified in its charter)

Nevada		001-38951		33-1220924
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

505 Lomas Santa Fe, Suite 160 Solana Beach, CA USA		92075
(Address of principal executive offices)		(Zip Code)

(858) 925-7049

(Company’s telephone number, including area code)

______________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		ARTL		The Nasdaq Stock Market LLC

Indicate by check mark whether the Company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the Company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On February 2, 2026, Artelo Biosciences, Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearing Panel (the “Panel”) has determined to grant the Company’s request for an exception to cure its listing deficiencies subject to the Company demonstrating, on or before March 30, 2026, compliance with Nasdaq Listing Rule 5550(b)(1), which requires that the Company maintain stockholders’ equity of at least $2,500,000 for continued listing (the “Stockholders’ Equity Rule”), by filing a timely public disclosure describing the transactions, and its compliance with the Stockholders’ Equity Rule following such transactions, undertaken by the Company to achieve compliance and demonstrate long-term compliance with the Stockholders’ Equity Rule, and that the Company has cured its deficiency with Nasdaq Listing Rule 5620(a), which requires companies listed on Nasdaq to hold an annual meeting of shareholders no later than one year after the end of the Company’s fiscal year-end (the “Annual Meeting Rule”).

As previously disclosed, on November 19, 2025, the Company received a delist determination letter from the Staff advising the Company that the Staff had determined that the Company had not satisfied the conditions set forth in the Staff’s May 22, 2025, letter to regain compliance with the Stockholders’ Equity Rule. The Company requested a hearing before the Panel, which served to stay any further suspension or delisting action through the hearing or any extension the Panel provides, and a hearing was scheduled for January 15, 2026.

Additionally, as previously disclosed, on January 12, 2026, the Company notified the Staff that its 2025 annual meeting of stockholders (the “Annual Meeting”) was adjourned from December 31, 2025, to January 30, 2026, due to insufficient votes to constitute a quorum. As a result, on January 14, 2026, the Company received a letter from the Staff indicating that it is not in compliance with the Annual Meeting Rule, and that the Company’s non-compliance with the Annual Meeting Rule could be an additional basis for a delisting determination.

The Company acknowledged the Annual Meeting deficiency and built its plan of compliance for the Annual Meeting Rule into its hearing presentation before the Panel on January 15, 2026, which addressed the Company’s plan to regain and maintain compliance with the Stockholders’ Equity Rule. On January 30, 2026, the Company held its Annual Meeting and notified Nasdaq accordingly.

The Company intends to take all reasonable measures available to regain compliance with the Stockholders’ Equity Rule and remain listed on Nasdaq. However, there can be no assurance that the Company will be able to regain compliance with the Stockholders’ Equity Rule or maintain compliance with all other Nasdaq continued listing requirements. Pursuant to the Panel’s decision, the Company must regain compliance with the Stockholders’ Equity Rule by March 30, 2026.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 5, 2026	ARTELO BIOSCIENCES, INC.
	/s/ Gregory D. Gorgas
	Name:	Gregory D. Gorgas
	Title:	Chief Executive Officer and President

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FAQ

What Nasdaq decision did Artelo Biosciences (ARTL) disclose in this 8-K?

Nasdaq’s Hearing Panel granted Artelo Biosciences a conditional exception to cure its listing deficiencies. The company must demonstrate compliance with Nasdaq’s stockholders’ equity rule by March 30, 2026, and file a public disclosure describing the transactions used to restore and maintain required equity levels.

What is the stockholders’ equity requirement Artelo Biosciences (ARTL) must meet?

Artelo must comply with Nasdaq Listing Rule 5550(b)(1), which requires stockholders’ equity of at least $2,500,000 for continued listing. The company needs to reach this threshold by March 30, 2026, and publicly describe the transactions that bring it back into compliance.

How did Artelo Biosciences (ARTL) address the Nasdaq annual meeting rule issue?

Artelo previously fell out of compliance with Nasdaq’s annual meeting rule after adjourning its 2025 meeting for lack of quorum. It later held the annual meeting on January 30, 2026, and notified Nasdaq, which cured this specific deficiency under Listing Rule 5620(a).

Why was Artelo Biosciences (ARTL) at risk of Nasdaq delisting before this decision?

In November 2025, Nasdaq staff issued a delisting determination after Artelo failed to satisfy conditions to regain compliance with the stockholders’ equity rule. Artelo requested a hearing, which stayed suspension or delisting and led to the Panel’s conditional exception disclosed in this report.

What happens if Artelo Biosciences (ARTL) does not meet Nasdaq’s equity rule by March 30, 2026?

If Artelo does not demonstrate stockholders’ equity of at least $2,500,000 by March 30, 2026, Nasdaq may proceed with suspension or delisting. The company explicitly notes there is no assurance it will regain or maintain compliance with all continued listing requirements.

What steps does Artelo Biosciences (ARTL) plan to take to remain on Nasdaq?

Artelo intends to take all reasonable measures available to regain compliance with Nasdaq’s stockholders’ equity rule. It plans transactions that increase equity and will file a public disclosure describing these actions and its compliance, aiming to demonstrate long-term adherence to Nasdaq requirements.